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Confidential & Proprietary Information of Ameresco, Inc. Page 11 of 54
<br />ECM basis for a period of one (1) year from the date of Substantial Completion of such ECM. Any
<br />manufacturers’ warranties which exceed this one (1) year period shall be assigned to Customer to the
<br />extent allowed by the manufacturer. This section does not apply in any way to the Savings Guarantee.
<br />(b)EXCEPT AS PROVIDED IN THIS SECTION 9, AMERESCO MAKES NO
<br />WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY,
<br />WRITTEN, ORAL OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AS
<br />TO THE VALUE, DESIGN, AND CONDITION OR FITNESS FOR USE OR PARTICULAR
<br />PURPOSE AND MERCHANTABILITY, REGARDING THE WORK, THE ECM(s) OR THE
<br />EQUIPMENT.
<br />SECTION 10 Customer’s Responsibilities
<br />(a)Operations: Customer shall operate all equipment installed hereunder in accordance with the
<br />manufacturer’s recommendations and the manuals supplied to Customer by Ameresco.
<br />(b)Standards of Service and Comfort: Customer shall operate the ECMs and the Property in a
<br />manner that shall provide the Standards of Service and Comfort provided for in Attachment J.
<br />(c)Maintenance: Customer shall, at its expense, repair, operate and maintain the Property in good
<br />working condition during the Term of this Agreement. Customer shall maintain, repair and operate,
<br />at Customer’s expense: (i) all equipment and other components included as part of the ECMs, and (ii)
<br />all other equipment which is attached thereto and/or is integral to the proper functioning of the ECMs.
<br />(d)Malfunctions: During the Term and throughout the warranty period, Customer shall notify
<br />Ameresco immediately in the event of any malfunction in the operation of the ECM(s) or the
<br />equipment installed hereunder.
<br />(e)Protection of ECMs: Except in the case of emergency, Customer shall not remove, move,
<br />alter, turn off or otherwise significantly alter the operation of the equipment installed hereunder or
<br />the operation of the ECMs, or any individual part thereof, without the prior approval of Ameresco,
<br />which approval shall not be unreasonably withheld. After receiving Ameresco’s written approval,
<br />Customer shall proceed as instructed. Customer shall act reasonably to protect the ECMs from
<br />damage or loss, if, due to an emergency; it is not reasonable to notify Ameresco before acting.
<br />Customer agrees to protect and preserve the facility envelope and the operating condition of all
<br />ECMs, mechanical systems, and other energy consuming systems located on the Property.
<br />(f)Monitoring System: Customer shall not move, modify or otherwise alter the energy
<br />management system/building automation system (EMS/BAS), temporary data loggers, or any other
<br />data collection or measurement and verification system (collectively, the “Monitoring System ”)
<br />installed as part of the ECM(s) or any component thereof without the written consent of Ameresco
<br />unless such action is in accordance with operating manuals and procedures provided by Ameresco.
<br />(g)Adjustment to Baseline: If, in the reasonable opinion of Ameresco, Customer does not
<br />reasonably operate, maintain, repair or otherwise protect the ECMs and/or maintain the Property in
<br />good repair and good working condition, then Ameresco may equitably adjust the baseline, as
<br />referenced in Attachment G, for any increased energy usages at the Property.
<br />(h)Changes to Property or Addition of Equipment: Excepting emergency or disaster when
<br />reasonably prompt notice shall be given, Customer shall notify Ameresco in writing at least thirty
<br />(30) days prior to making any changes to the Property that could reasonably be expected to affect the
<br />energy usage on the Property, such as changes in the hours or days or time of year that
<br />the Property is occupied or operated, the number of occupants, the activity conducted, the equipment,
<br />the facilities, the size of the Property etc. Customer shall also notify Ameresco regarding material
<br />increases over time in numbers and usage of “plug in” devices such as computers and printers. If
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